EXHIBIT
10.1


 


EQUITY
AND DEBT RESTRUCTURE AGREEMENT


 


This
Equity and Debt Restructure Agreement (“Agreement”), effective this 2_9_day of June, 2018, is made by and between
Diego Pellicer Worldwide, Inc., a Delaware corporation, having its principal offices located at 9030 Seward Park Ave., Seattle,
Washington 98118 (the “Company”), Chester Aldridge, having an address at C/O US Equity Holdings, 336 Bon Air Center
#418, Greenbrae, California 94904 (“Investor Aldridge”) and 0851229 BC Ltd., having an address C/O US Equity Holdings,
336 Bon Air Center #418, Greenbrae, California 94904 (the “BC Investor”), with each sometimes referred to as a “Party”
and together as the “Parties”.


 


B
A C K G R O U N D:


 


WHEREAS,
the Company issued its Amended and Restated First Priority Secured Convertible Promissory Note, dated April 10, 2017, in the principal
amount of $1,606,485.94, to the investor, 0851229 BC Ltd (the “BC Note” and the “BC Investor”, respectively);
the BC Investor converted the BC Note on September 21, 2017, into 41,966,694 restricted Company common shares (the “BC Converted
Shares”);


 


WHEREAS,
the Company issued its Amended and Restated First Priority Secured Convertible Promissory Note, dated April 10, 2017, in the principal
amount of $517,190.38, to Chester Aldridge (the “Aldridge Note” and “Investor Aldridge”, respectively);
Investor Aldridge converted the Aldridge Note on September 21, 2017, into 13,515,174 restricted Company common shares (the “Aldridge
Converted Shares”);


 


WHEREAS,
to secure the repayment of the indebtedness represented by the BC Note and the Aldridge Note, the Company executed and delivered
to the BC Investor and Investor Aldridge its Second Amended and Restated Security Agreement, dated April 10, 2017, providing a
first priority security interest in all of the Company’s assets to the BC Investor and Investor Aldridge (the “Security
Agreement”);


 


WHEREAS,
following discussions between the Parties it was determined that it was in their respective best interests to rescind the conversions
of the BC Note and the Aldridge Note by returning the BC Converted Shares and the Aldridge Converted Shares to the Company, re-issuing
replacement notes for the BC Note and the Aldridge Notes , re-issuing a new replacement security agreement for the Security Agreement;


 


WHEREAS,
the Company desires to borrow and BC Investor desires to lend an additional $700,000
in principal to the Company which shall be memorialized in the new replacement note, and $10,000 of the legal fees of Investor
Aldridge and BC Investor shall be reimbursed by the Company and shall be memorialized in the replacement notes ($5k each), and
shall also be secured by the new security agreement.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree
as follows:


 




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1.
Re-issue of New Replacement Notes to BC Investor and Investor Aldridge.




 


Upon
execution of this Agreement, the Company shall execute and deliver the following instruments to the BC Investor and Investor Aldridge:


 


-
A Company, “First Priority Secured Convertible Promissory Note”, dated the date hereof, to BC Investor in the principal
amount of $2,383,667.77, a copy of which is attached hereto as Exhibit A (the “New BC Note”);


 


-
A Company, “First Priority Secured Convertible Promissory Note”, dated the date hereof, to Investor Aldridge in the
principal amount of $545,606.96, a copy of which is attached hereto as Exhibit B, (the “New Aldridge
Note”), and;


 


-
A Company “Security Agreement”, securing the indebtedness represented by the New BC Note and the New Aldridge Note
with a first priority security position in all of the Company’s assets (the “New Security Agreement”).


 


2.
Return and Cancellation of the BC and Aldridge Converted Shares.




 


Upon
the execution of this Agreement:


 


-
the BC Investor shall take all necessary action to return the BC Converted Shares to the Company for cancellation, and;


 


-
Investor Aldridge shall take all necessary action to return the Aldridge Converted Shares to the Company for cancellation.


 


3.
Termination of Beneficial Ownership of the BC and Aldridge Converted Shares.




 


From
and after the date of this Agreement:


 


-
the beneficial ownership by the BC Investor over the BC Converted Shares shall be deemed terminated and all rights thereto, including
the right to vote the BC Converted Shares shall cease, and;


 


-
- the beneficial ownership by Investor Aldridge over the Aldridge Converted Shares shall be deemed terminated and all rights thereto,
including the right to vote the Aldridge Converted Shares shall cease.


 


3.
Governing law.




 


This
Agreement shall be governed by the laws of the State of Delaware.


 


4.
Costs and attorney’s fees.




 


The
Parties agree to bear their own costs and attorney’s fees in connection with the negotiation of this Agreement.


 




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5.
Successors and assigns.




 


This
Agreement shall be binding and inure to the benefit of the Parties and their respective successors and assigns.


 


6.
Counterparts.




 


This
Agreement may be signed in counterparts, each of which shall be deemed an original. This Agreement may only be amended in writing,
which amendment may also be signed in counterparts.


 


7.
Further assurances.




 


The
Parties agree to execute and deliver any additional papers, documents and other assurances, and take all acts that are reasonably
necessary to carry out the intent of this Agreement.


 


8.
Notices.




 


Any
notices that are provided pursuant to this Agreement shall be provided via both electronic mail and writing (either facsimile
or U.S. Mail) to the other party as follows:


 


To
Company: Diego Pellicer Worldwide, Inc.





Attn:
Chris Strachan, CFO


 


Chris@diego-pellicer.com
To


 


	 	BC
    Investor:	0851229
    BC Ltd.
	 	 	 
	 	 	Attn: Douglas Froese, Director

                                                         C/O US Equity Holdings

	 	 	336
    Bon Air Center #418
	 	 	Greenbrae,
    California 94904 


 


dfroese@vtlg.com


 


	 	To
    Chester Aldridge:	Chester Aldridge
	 	 	C/O
    US Equity Holdings
	 	 	336 Bon Air
    Center #418
	 	 	Greenbrae,
    California 94904
	 	 	Chester@usequityholdings.com


 


9.
Mutual contribution.




 


This
Agreement was drafted by both of the Parties and, thus, shall not be construed against any Party because that Party initially
drafted any particular provision.


 




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IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth above.


 







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IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth above.


 


	Diego
    Pellicer Worldwide, Inc.	 	0851229
    BC Ltd.
	 	 	 	 	 
	By:	 	 	By:	 
	 	Ron
    Throgmartin	 	 	Douglas
    Froese
	 	Chief
    Executive Officer	 	 	Director
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Chester
    Aldridge Individually


 




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Exhibit
A


 


New
BC Note


 




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Exhibit
B


 


New
Aldridge Note


 




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Exhibit
C


 


Security
Agreement


 




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